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CALGARY,
AB, Nov. 25, 2024 /CNW/ - Decibel
Cannabis Company Inc. (the "Company" or "Decibel")
(TSXV: DB) (OTCQB: DBCCF), a market leader in premium cannabis and
extract manufactured products, is pleased to announce that it has
completed a second and final closing of its previously announced
(October 30, 2024) non-brokered
private placement of common shares in the capital of the Company
(the "Common Shares") at a price of $0.06 per Common Share (the
"Offering).
Under the second closing of the Offering, Decibel issued
19,647,776 Common Shares for gross proceeds of approximately
$1,178,867. The second closing was in
addition to the previously announced (November 4, 2024) first closing, whereby Decibel
issued 33,503,864 Common Shares for gross proceeds of approximately
$2,010,232. No finders' fees were
paid in connection with either the first or second closing of the
Offering.
The proceeds of the Offering will be used by the Company for
general working capital purposes and to assist with the integration
of AgMedica BioScience Inc. and its business, which was acquired on
October 28, 2024, into the Company's
overall business.
The Offering is subject to the receipt of all regulatory
approvals including the final approval of the TSX Venture Exchange
("TSXV"). The Common Shares issued pursuant to the Offering
are subject to a hold period expiring four months and one day from
the date of issuance, other than with respect to Common Shares
issued to certain employees of the Company.
Certain directors and officers of the Company subscribed for an
aggregate of 19,460,061 Common Shares in the first and second
closings of the Offering. The insiders' participation in the
Offering constitutes a "related party transaction" as defined under
Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI
61-101"). Such participation is exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 as neither the fair market value of the securities acquired
by insiders, nor the consideration for the securities paid by such
insiders, exceed 25% of the Company's market capitalization. The
Company did not file a material change report more than 21 days
before the date of the first closing or the second closing of the
Offering because the details of the participation in each closing
of the Offering by the related parties was not settled at the
applicable times.
The securities offered have not been, and will not be,
registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any U.S. state securities laws and may not be offered
or sold in the United States
absent registration or an available exemption from the registration
requirement of the U.S. Securities Act and applicable U.S. state
securities laws. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Decibel
Decibel is a consumer-focused cannabis company known for premium
products that delight customers through innovation and quality.
With brands like General Admission, Qwest, and Vox, Decibel's
offerings are available across Canada, with expanding reach into global
markets. Following the acquisition of AgMedica Biosciences in Q4
2024, Decibel has added an EU-GMP-certified facility, supporting
its commitment to international standards and global distribution
growth. Decibel now operates three cultivation facilities and a
processing and manufacturing center, positioning the company as a
leader in high-quality, globally accessible cannabis products and
brands.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
Cautionary Statements
Forward-Looking Statements
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements.
In this news release, forward-looking statements relate to,
among other things, receipt of all regulatory approvals, including
the final approval of the TSXV, in connection therewith, the
anticipated use of proceeds from the Offering; and Decibel's
ability to delight customers through a commitment to robust
innovation and product quality. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
the forward-looking statements and information contained in this
news release. Except as required by law, the Company assumes no
obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they
change.
Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: the Company's ability to complete one or more
additional closings under the Offering on the terms described
herein or at all or to access sufficient capital from internal and
external sources, and/or inability to access sufficient capital on
favourable terms; and the delay or failure to receive regulatory or
other approvals, including the final approval of the TSXV, for the
Offering. The intended use of the proceeds of the Offering by the
Company might change if the board of directors of the Company
determines that it would be in the best interests of Decibel. Many
of these risks and uncertainties and additional risk factors
generally applicable to the Company are described in the Company's
management's discussion and analysis for the three and six months
ended June 30, 2024 and 2023, which
are available under the Company's profile
at www.sedarplus.ca.
Readers are cautioned that the foregoing list of assumptions
and risk factors is not exhaustive. The forward-looking statements
contained herein are expressly qualified in their entirety by this
cautionary statement. The forward-looking statements included in
this news release are made as of the date hereof and Decibel does
not undertake any obligation to publicly update such
forward-looking statements to reflect new information, subsequent
events, developments or otherwise unless so required by applicable
securities laws.
SOURCE Decibel Cannabis Company Inc.
